Buy-sell agreement is a term used to describe numerous and sundry type of transactions. This term defines the sale of all or part of a company, and/or partial sale of business assets, when the purchase price is subject to an adjustment based on the results of an audit as of the closing date and/or involves an escrow or a final payment tied to net worth as shown on the audited closing-date balance sheet.
Other Possible Variations Include:
- A provision requiring extra consideration if the audited net worth exceeds a stated amount, or a payback for a shortfall.
- An agreement that audited net worth (or working capital) below a defined level presents the buyer with the option to withdraw.
- An agreement between shareholders of a closely held corporation about the earn-out compensation of a senior executive, whose pay, bonus or retirement is tied to future earnings.
A buy-sell agreement might involve a complete set of financial statements, an incomplete financial statement or even a presentation of one or more single financial statement elements. Even though a buy-sell agreement might require only that the accountant’s report express negative assurance, more typically an accountant will be asked to provide a standard report based on an examination in accordance with generally accepted auditing standards. Such transactions vary with the creativity of the participants, but they have one thing in common: When a disappointed party believes too much was paid or too little received, that party often will turn to litigation and cast the legal net over the reporting accountants. Sometimes the parties to the actual agreement will also become embroiled in litigation as a result of such a dispute.
Why You Need A “Business Will”
Our attorneys are experienced and determined to protect the rights of our clients who are looking to settle a buy-sell agreement dispute. Victims in such a situation face potential viability of their business and places the parties, their accountants, and themselves under a tremendous amount of stress and pressure.
An example situation includes when there is dispute potential in a buy-sell agreement because audit outcomes can favor one party or put the other at a disadvantage. Such a situation can effect the potential viability of the business and places the parties, and their accountants, under a tremendous amount of pressure.
Call us at (713) 864-3000 today to receive the legal assistance you deserve for your buy sell agreement litigation.